Indemnification and Other Rights Sample Clauses

Indemnification and Other Rights. (a) If the Closing occurs, each of the Effective Time Company Holders shall, subject to Sections 7.3 and 7.4(d), indemnify and defend Eclipsys, and its Affiliates (including Premise following the Closing), each of their respective officers, directors, employees, stockholders, agents and representatives, and each of their respective successors and assigns (the “Eclipsys Indemnified Parties”) against and hold them harmless, reimburse and make them whole from and against any and all loss, claim, Liability, cost, damage or expense (including reasonable legal and expert fees and expenses incurred in investigation or defense (including any appeal) of any of the same, or in asserting, preserving or enforcing its rights hereunder) actually incurred or claims suffered and not otherwise reimbursed or recovered from any third person (collectively “Damages”) by any such indemnified party, to the extent arising from or in connection with any of the following: (i) any breach or inaccuracy of any representation or warranty of Premise or the Major Stockholders, or any of them, contained in this Agreement (as modified by the Disclosure Schedule), or any of the other Transaction Documents (without giving effect to (A) any supplement to the Disclosure Schedule after the date hereof, except for the Capitalization Update, or (B) any disclosures set forth in Sections 4.4(e), 4.7(d)(i), 4.14(d), 4.14(e) or 4.19(b) of the Disclosure Schedule or deemed set forth in such sections pursuant to Section 11.16); (ii) any breach of any covenant of Premise prior to the Closing, or any breach of any covenant of the Major Stockholders, or any of them, contained in this Agreement; (iii) (x) a Third-Party Claim arising from or in connection with the operations of the Business before the Closing Date, including but not limited to (A) errors and omissions in design, creation, implementation or maintenance of any of the Software Products, (B) any failure of any of the Software Products to conform to commitments made on or before the Closing Date by or on behalf of Premise to customers or third parties, or (C) any failure by Premise prior to the Closing Date to perform all material obligations under the Material Contracts, and in each case notwithstanding disclosures set forth in the Disclosure Schedule; or (y)(A) any return to Stryker Corporation of any amounts previously paid by Stryker Corporation to Premise under the iBed Application Software Development Services Agreement between Premise and...

Indemnification and Other Rights. 76 Section 9.01.

Indemnification and Other Rights. (a) If the Closing occurs, to the extent and solely out of the Indemnity Escrow Fund, Parent and its Affiliates (including the Surviving Company following the Closing), each of their respective officers, directors, employees, stockholders, agents, representatives, and each of their respective successors and assigns (the “Parent Indemnified Parties”) shall be indemnified and held harmless, reimbursed and made whole from and against any losses or other Liability (including reasonable legal and expert fees and expenses incurred in investigation or defense (including any appeal) of any of the same, or in asserting, preserving or enforcing its rights hereunder) actually incurred, accrued or claims suffered by any such indemnified party (collectively “Damages”) to the extent arising from or in connection with any of the following: (i) any breach or inaccuracy of any representation or warranty of the Company contained in this Agreement or in any Ancillary Agreement (without giving effect to any supplement to the Company Disclosure Schedule after the date hereof); (ii) any breach of any covenant of the Company prior to the Closing contained in this Agreement; and (iii) (A) any and all Taxes of the Company and its Subsidiaries with respect to (x) taxable periods ending on or before the Closing Date or (y) any taxable period that commences before and ends after the Closing Date to the extent attributable to the period prior to Closing as determined pursuant to Section 7.2(c) of this Agreement, and (B) reasonable costs and expenses incurred by the Surviving Company in connection with compliance matters relating to Taxes covered by this Section 7.2(a)(iii), including costs and expenses relating to disputes with taxing authorities. (b) Any payments made pursuant to this Article VII shall be treated for all purposes as an adjustment to the Merger Consideration. (c) For the sole purpose of appropriately apportioning any Taxes relating to a period that includes (but that would not end on) the Closing Date, the portion of such Tax that is attributable to the Company for the part of such taxable period that ends on the Closing Date shall be (i) in the case of any Taxes other than Taxes based upon income or receipts, the amount of such for the entire Tax period multiplied by a fraction the numerator of which is the number of calendar days in the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Tax period, and (ii...

Indemnification and Other Rights. Notwithstanding anything herein to the contrary, by signing this Agreement and the Release the Employee will not have relinquished (i) his right to indemnification for acts occurring or liabilities arising on or prior to the Termination Date from the Employer under any charter provision, insurance arrangement or under applicable law with respect to any claim asserted against the Employee in his capacity as a director, officer or employee of the Employer, as a trustee of any employee benefit plan maintained by the Employer, or as a member of any board of director's committee or employee benefit plan committee, which right shall be no greater nor less than the indemnification right of other officers and directors of the Employer, as the case may be, or (ii) his right to payments and benefits under, or to enforce the provisions of, this Agreement.

Indemnification and Other Rights